Business Context and Reporting Period
This Form 8-K is a current report filed by Miragen Therapeutics, Inc. (not Viridian Therapeutics, Inc.) on February 8, 2019, regarding events occurring on February 6, 2019. The company is an emerging growth company focused on developing clinical product candidates for cancer, fibrosis, and heart failure.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements.
| Executive Officer | 2018 Cash Bonus | 2019 Base Salary | 2019 Bonus Target | Stock Options Granted |
|---|---|---|---|---|
| William S. Marshall, Ph.D. (CEO) | $147,000 | $521,000 | 50% | 232,000 shares |
| Jason A. Leverone (CFO) | $71,400 | $355,000 | 40% | 75,000 shares |
| Adam S. Levy (CBO) | $82,800 | $345,000 | 40% | 74,000 shares |
| Paul D. Rubin, M.D. (EVP R&D) | $98,400 | $426,000 | 40% | 87,000 shares |
Stock Option Details: The exercise price is $2.96 per share. Vesting occurs over four years (6.25% on May 7, 2019, with the remainder in monthly installments), subject to continued employment and accelerated vesting upon change of control or termination.
Material Changes
The filing reports the approval of 2018 performance-based cash bonuses and the establishment of 2019 base salaries and bonus targets. Additionally, new stock options were granted to executive officers under the 2016 Equity Incentive Plan.
Outlook, Risks, and Management Commentary
2019 Corporate Performance Goals: The Compensation Committee approved goals for the fiscal year ending December 31, 2019, including:
- Execution of development plans for Cobomarsen (cancer), Remlarsen (fibrosis), and MRG-110 (heart failure/ischemic disease).
- Development of the pre-clinical product candidate pipeline.
- Finance and business development objectives.
Contingencies: Bonus payments are contingent upon the executive officers remaining employed on the payment date. Actual bonus amounts are subject to Board discretion based on individual and corporate goal achievement.
Investor Verification Checklist
- Verify the company name is Miragen Therapeutics, Inc., not Viridian Therapeutics, Inc.
- Confirm the total cash outflow for 2018 bonuses ($400,000) and the impact on 2019 operating expenses from increased base salaries.
- Review the 2016 Equity Incentive Plan terms regarding the 4-year vesting schedule and change of control provisions.
- Monitor progress on the specific clinical development goals for Cobomarsen, Remlarsen, and MRG-110 to assess future bonus payouts.